Alert! BTBC has been approached about being acquired by ZERO.NET, the company which purchased 12.5% of them at the beginning of the month for $7 mil.. This deal seems queer to me, but those with positions in BTBC ought to reflect upon this development and reconcile it with their strategy.
10kwizard.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 34) b2bstores.com, Inc. ----------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------- (Title of Class of Securities) 11776S 10 7 -------------------- (CUSIP Number) James Weinstock Chief Executive Officer ZERO.NET, Inc. 650 Mission Street San Francisco, CA 94105 (415) 369-3969 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 2000 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 94-3327594 13D Page 2 of 4 Pages 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ZERO.NET, Inc. 94-3327594 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,000,000; 12.5% BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,000,000; 12.5% 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 (the "Amendment") amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the shares of Common Stock, par value $0.01 per share, of b2bstores.com, Inc., a Delaware Corporation ("BTBC"), previously filed by Zero.net, Inc., a Delaware Corporation ("ZERO.NET"). This Amendment is being filed to update the Schedule 13D in light of certain recent events. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following information: On May 11, 2000, representatives of ZERO.NET met with the board of directors of and the management from BTBC and proposed that ZERO.NET merge with and into BTBC in a stock for stock merger in which the senior management and board of directors of ZERO.NET would become the senior management and board of directors of the surviving company. At this meeting, ZERO.NET proposed that BTBC's board retain financial advisors to assist the board in negotiating an appropriate exchange ratio and other definitive terms for the transaction and to render a fairness opinion to the board. After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. May 12, 2000 ZERO.NET, INC. By: /s/ Cindy Seremek ------------------------------- Name: Cindy Seremek Title: Chief Financial Officer
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